In a significant development for reporting companies, the federal Court of Appeals issued a decision on December 23, 2024, which reinstates the requirement for filing beneficial ownership information with the Financial Crimes Enforcement Network (FinCEN). This follows a period of uncertainty due to a preliminary injunction. Acknowledging the need for additional compliance time, the Department of the Treasury has announced new deadlines for these submissions.
Revised Reporting Deadlines
For companies created or registered before January 1, 2024, the deadline to file initial beneficial ownership reports has been extended to January 13, 2025. Originally, these companies were required to report by January 1, 2025.
For entities established on or after September 4, 2024, with deadlines between December 3, 2024, and December 23, 2024, the filing deadline is also extended to January 13, 2025.
Companies created between December 3, 2024, and December 23, 2024, now have an additional 21 days from their original deadlines to submit their reports.
Entities eligible for disaster relief may benefit from further extensions, and they should comply with whichever deadline is later.
For new companies created or registered after January 1, 2025, the deadline is set to 30 days from receiving either actual or public notice of their effective creation or registration.
Exemptions and Legal Context
Certain entities remain exempt from reporting due to ongoing legal proceedings. Notably, plaintiffs in the case of National Small Business United v. Yellen, including Isaac Winkles and related reporting companies, are currently not required to submit beneficial ownership information to FinCEN.
On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction in the case of Texas Top Cop Shop, Inc. v. Garland. However, the U.S. Court of Appeals for the Fifth Circuit granted a stay on December 23, 2024, pending an appeal by the Department of the Treasury. This decision is part of broader litigation challenging the Corporate Transparency Act (CTA), with several district courts ruling in favor of the Treasury’s position on the CTA’s constitutionality.
The Department of Justice continues to defend the CTA, emphasizing its constitutional validity as supported by rulings from the U.S. District Courts for the Eastern District of Virginia and the District of Oregon.
Reporting Company Type Filing Deadline
Created/registered before January 1, 2024 January 13, 2025
Created/registered on or after September 4, 2024, January 13, 2025
with deadlines between December 3, 2024,
and December 23, 2024
Created/registered between December 3, 2024, Original Deadline +21 Days
and December 23, 2024
Eligible for disaster relief Later of January 13, 2025, or
specific disaster relief
Created/registered on or after January 1, 2025 30 days from registration
This adjustment in deadlines provides companies with the necessary breathing room to ensure compliance without compromising the integrity of the beneficial ownership reporting framework.
To qualify for relief, a reporting company must have a BOI reporting deadline falling within the period beginning one day before the date the specified disaster began – as indicated by the Federal Emergency Management Agency (FEMA) – and ending 90 days after that date. (Where multiple disasters with different starting dates are related to the same storm, FinCEN used the earliest of these dates.) A reporting company also must be in an area that is designated both by FEMA as qualifying for individual or public assistance and by the Internal Revenue Service as eligible for tax filing relief.
NOTICE: FinCEN Provides BOI Reporting Relief to Victims of Hurricane Beryl
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NOTICE: FinCEN Provides BOI Reporting Relief to Victims of Hurricane Francine
NOTICE: FinCEN Provides BOI Reporting Relief to Victims of Hurricane Helene
NOTICE: FinCEN Provides BOI Reporting Relief to Victims of Hurricane Milton
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